EXHIBIT A DRAFT 10/18/10 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ADELPHIA RECOVERY TRUST, Plaintiff, No. 05 Civ. 9050 (LMM) v. BANK OF AMERICA, N.A., et al., Defendants. SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (the “Agreement”) is entered into as of October [ ], 2010, between the Adelphia Recovery Trust, formerly known as the Adelphia Contingent Value Vehicle, a Delaware statutory trust, and ABN AMRO Bank, N.V., ABN AMRO Inc., Banc of America Securities LLC, Bank of America, N.A., Bank of Montreal, BMO Capital Markets Corp., BNY Mellon Capital Markets LLC (f/k/a BNY Capital Markets, Inc.), The Bank of New York Mellon (f/k/a The Bank of New York), The Bank of Nova Scotia, Barclays Bank PLC, Barclays Capital Inc., Crédit Agricole Corporate and Investment Bank (formerly known as Calyon and successor to Crédit Lyonnais) and Crédit Agricole Securities (USA) Inc. (formerly known as Calyon Securities (USA) Inc. and successor to Crédit Lyonnais Securities (USA) Inc.), CIBC Inc., CIBC World Markets Corp., Citibank, N.A., Citicorp USA, Inc., Citigroup Global 1 Markets Holdings Inc., Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch, Cowen and Company, LLC (f/k/a Cowen & Co., LLC, f/k/a SG Cowen & Co., LLC, f/k/a SG Cowen Securities Company, LLC), Credit Suisse, New York Branch (f/k/a Credit Suisse First Boston, New York Branch), Credit Suisse Securities (USA) LLC (f/k/a Credit Suisse First Boston Corporation and Donaldson, Lufkin & Jenrette Securities Corporation), and Credit Suisse Capital Funding, Inc. (f/k/a DLJ Capital Funding, Inc.), Deutsche Bank Securities, Inc. (f/k/a Deutsche Banc Alex. Brown Inc.), Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), Fleet National Bank, Fleet Securities Inc., JPMorgan Chase Bank, N.A., J.P. Morgan Securities, Inc., Merrill Lynch & Co., Inc., Merrill Lynch Capital Corp., Mizuho Corporate Bank, Ltd. (f/k/a The Fuji Bank, Limited, and including The Dai-Ichi Kangyo Bank, Limited, The Industrial Bank of Japan, Limited, IBJ Whitehall Funding 2001 Trust, Mizuho Global Limited, Mountain Capital CLO I, and Mountain Capital CLO II); Morgan Stanley & Co. Incorporated, Morgan Stanley Senior Funding, Inc., PNC Bank, NA, PNC Capital Markets LLC, The Royal Bank of Scotland plc, Scotia Capital (USA) Inc., Societe Generale, SunTrust Bank, SunTrust Robinson Humphrey Inc. (f/k/a SunTrust Equitable Securities), TD Securities (USA) LLC (f/k/a TD Securities (USA) Inc.), Toronto Dominion (Texas) LLC (f/k/a Toronto Dominion (Texas), Inc.), Wells Fargo Bank, N.A., as successor to Wachovia Bank, National Association, and Wells Fargo Securities, LLC, as successor to Wachovia Capital Markets, LLC (collectively, the “Parties”). WHEREAS: A. On July 6, 2003, the Official Committee of Unsecured Creditors of Adelphia Communications Corporation (“ACC”) and each of its direct and indirect subsidiaries that were, along with ACC, debtors (collectively, the “Debtors”) in the Chapter 11 Cases (defined below), with the consent of the Debtors, sought leave to commence the above-captioned 2 action (the “Action”) against the Bank Defendants (as defined below) and contemporaneously filed an adversary complaint (as amended, the “Complaint”). On August 30, 2005, the United States Bankruptcy Court for the Southern District of New York (Hon. Robert E. Gerber) (the “Bankruptcy Court”) granted the Official Committee of Unsecured Creditors leave to prosecute the claims asserted in the Complaint. B. On October 10, 2005, the Bank Defendants filed a motion requesting that the Court withdraw the reference of the Action. On February 9, 2006, the Court granted the motion for withdrawal of reference. On October 31, 2007, the Trust (as defined below) filed an Amended Complaint. On or about December 21, 2007 and thereafter, the Bank Defendants filed respective motions or answers, as amended from time to time, to the Amended Complaint and asserted various counterclaims. On March 4, 2008, the Trust filed a Second Amended Complaint. On or about March 28, 2008 and thereafter, the Bank Defendants filed respective answers to the Second Amended Complaint, as amended from time to time, and asserted various counterclaims. C. The Bank Defendants have denied and disputed, and continue to deny and dispute, (i) each and all of the claims alleged against them in the Action; and (ii) all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Action. The Bank Defendants have expressly denied and continue to deny, inter alia, any allegations that any of them have caused damage or harm by the conduct alleged in the Action. D. The Trust and the Bank Defendants have engaged in extensive fact and expert discovery in the Action, including taking hundreds of days of deposition testimony and reviewing millions of pages of documents. 3 E. On January 5, 2007, the Bankruptcy Court entered an order confirming the First Modified Fifth Amended Chapter 11 Plan of Reorganization of Adelphia Communications Corporation and Certain Affiliated Debtors (the “Bankruptcy Plan”). On February 13, 2007, the Bankruptcy Plan became effective. F. Under the Bankruptcy Plan, the Debtors’ rights and title to certain “Causes of Action” (as that term is defined in the Bankruptcy Plan), including the causes of action asserted in the Action, were transferred to the Adelphia Contingent Value Vehicle, a Delaware statutory trust created under the Bankruptcy Plan to pursue the Causes of Action and administer the proceeds from the Causes of Action. On March 15, 2007, the Contingent Value Vehicle changed its name to the “Adelphia Recovery Trust.” G. The Trust and the Bank Defendants have participated in several mediation sessions with the Honorable Daniel Weinstein and, with his assistance, reached the settlement that is the subject of this Agreement. NOW, THEREFORE, without any admission or concession by the Parties of any lack of merit of their claims whatsoever or of any liability or wrongdoing or lack of merit in their defenses or that as a result of their conduct the Trust or the Bank Defendants have suffered any damages or harm, it is hereby AGREED, by and among the Parties to the Agreement, through their respective attorneys, in consideration of the benefits flowing to the Parties from the Agreement, that the Adelphia Released Claims, Bank Released Claims and Inter-Bank Released Claims (as defined below and, collectively, the “Released Claims”) shall be compromised, settled, released and dismissed, with prejudice and without costs, upon and subject to the following terms and conditions. 4 1. Definitions. In addition to the definitions of various terms provided elsewhere in this Agreement, the following terms shall have the following meanings as used in this Agreement: (a) “Adelphia” means ACC and each of its direct and indirect subsidiaries that are Debtors under the Bankruptcy Plan and each of its direct and indirect subsidiaries that are Debtors under the JV Plan, as the term Debtors is defined in the Bankruptcy Plan and the JV Plan. (b) The “Trust” means the Adelphia Recovery Trust (formerly known as the Adelphia Contingent Value Vehicle), a Delaware statutory trust and the Trustees (as defined below) thereof, solely in their capacity as Trustees. (c) “Approval Date” means the first business day that is at least fifteen (15) calendar days after the Order (as defined below) is entered by the Court; provided, however, if the Order is subject to a stay as of such date, “Approval Date” means the next business day upon which (1) such stay is vacated and/or no longer in effect and (2) the Order is in full force and effect. (d) “Court” means the United States District Court for the Southern District of New York. (e) “Causes of Action” shall have the meaning ascribed to that term in the Bankruptcy Plan. (f) “Chapter 11 Cases” means the cases jointly administered under Chapter 11 of the Bankruptcy Code commenced by Adelphia styled In re Adelphia Communications 5 Corporation, et al., Chapter 11 Case No. 02-41729 (REG) in the United States Bankruptcy Court for the Southern District of New York. (g) “Bank Defendants” means ABN AMRO Bank, N.V., ABN AMRO Inc., Banc of America Securities LLC, Bank of America, N.A., Bank of Montreal, BMO Capital Markets Corp., BNY Mellon Capital Markets LLC (f/k/a BNY Capital Markets, Inc.), The Bank of New York Mellon (f/k/a The Bank of New York), The Bank of Nova Scotia, Barclays Bank PLC, Barclays Capital Inc., Crédit Agricole Corporate and Investment Bank (formerly known as Calyon and successor to Crédit Lyonnais) and Crédit Agricole Securities (USA) Inc. (formerly known as Calyon Securities (USA) Inc. and successor to Crédit Lyonnais Securities (USA) Inc.), CIBC Inc., CIBC World Markets Corp., Citibank, N.A., Citicorp USA, Inc., Citigroup Global Markets Holdings Inc., Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch, Cowen and Company, LLC (f/k/a Cowen & Co., LLC, f/k/a SG Cowen & Co., LLC, f/k/a SG Cowen Securities Company, LLC), Credit Suisse, New York Branch (f/k/a Credit Suisse First Boston, New York Branch), Credit Suisse Securities (USA) LLC (f/k/a Credit Suisse First Boston Corporation and Donaldson, Lufkin & Jenrette Securities Corporation), and Credit Suisse Capital Funding, Inc. (f/k/a DLJ Capital Funding, Inc.), Deutsche Bank Securities, Inc. (f/k/a Deutsche Banc Alex. Brown Inc.), Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), Fleet National Bank, Fleet Securities Inc., JPMorgan Chase Bank, N.A., J.P. Morgan Securities, Inc., Merrill Lynch & Co., Inc., Merrill Lynch Capital Corp., Mizuho Corporate Bank, Ltd. (f/k/a The Fuji Bank, Limited, and including The Dai-Ichi Kangyo Bank, Limited, The Industrial Bank of Japan, Limited, IBJ Whitehall Funding 2001 Trust, Mizuho Global Limited, Mountain Capital CLO I, and Mountain Capital CLO II); Morgan Stanley & Co.